Proposed Acquisition, Primary & Secondary Placing

About this update from Facilities By Adf Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS OF THE FUNDRAISING AND THE SALE ARE SET OUT BELOW.   THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW SHARES OF OR SALE SHARES IN FACILITIES BY ADF PLC.   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.   THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING AND THE SALE.   TERMS NOT OTHERWISE DEFINED HEREIN (INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT)  SHALL HAVE THE MEANINGS GIVEN IN THE SECTION ENTITLED "DEFINITIONS" OF THIS ANNOUNCEMENT.     22 August 2024       FACILITIES BY ADF PLC (" Facilities by ADF ", " ADF ", the " Company " and together with its subsidiaries the " Group ")     Proposed Acquisition of Autotrak Portable Roadways Limited   Proposed Placing and Retail Offer to raise gross proceeds of up to £10.5 million for the Group   Proposed Sale to raise gross proceeds of not less than £10.0 million for the Selling Shareholders     Facilities by ADF (AIM: ADF), the leading provider of premium serviced production facilities to the UK film and high-end television industry (" HETV ") , is pleased to announce that it has conditionally agreed to acquire the entire issued share capital of Autotrak Portable Roadways Limited for a consideration of up to £21.3 million. In order to finance the Acquisition, the Company proposes to raise gross proceeds of £10.0 million (before fees and expenses) by way of a placing of 20,000,000 new Ordinary Shares at an Issue Price of 50 pence per Ordinary Share.   In addition, the Selling Shareholders are seeking to raise not less than a further £10.0 million through the sale of not less than 20,000,000 Existing Ordinary Shares at the Issue Price.   Transaction Highlights   ·    Acquisition of Autotrak, one of the market-leading suppliers of portable roadway and one of the largest privately owned suppliers of panels to the film and TV sector in the UK, whilst also servicing festivals & outdoor events and construction related industries for a client base of more than 165 customers, for an aggregate consideration payable to the Vendors of up to a maximum of £21.3 million:   o   Initial consideration of £10.0 million on a cash-free-debt-free basis in cash and 5,915,357 Consideration Shares.   o   Contingent consideration deferred over three years from Completion of an aggregate of up to approximately £4.2 million payable in cash in equal annual tranches contingent on maintenance of forecast FY24 levels of adjusted EBITDA performance from FY25 to FY27.   o   Earnout consideration of up to approximately £4.0 million in aggregate payable in cash in FY28 based on growth in adjusted EBITDA performance from FY25 to FY27.   ·    In the year to 31 December 2023, Autotrak generated revenues of £8.3 million and adjusted underlying EBITDA (1) of £4.3 million.   ·    The Acquisition is the next step in the delivery of the Group's vision for ADF as a one-stop shop for film and HETV production, operating across multiple businesses and run by talented local management and accelerates ADF's diversification of product offering and customer base, including across complementary industries.   ·    The Acquisition will be significantly earnings per share accretive following integration into the Group.   ·    Placing with new and existing institutional and other investors to raise gross proceeds of £ 10.0 million. The net proceeds of the Placing of approximately £9.1 million will be applied towards the cash component of the Initial Consideration.   ·    Two institutional investors have confirmed their intention to seek to invest an aggregate £7.6 million in the Placing.   ·    Retail Offer to raise up to an additional £0.5 million at the Issue Price which will provide ADF with additional capital with which to continue to execute upon the Group's growth strategy.   ·    Sale of not less than 20,000,000 Sale Shares at the Issue Price on behalf of the Selling Shareholders in order to meet strong institutional demand.   ·    The Issue Price represents a discount of approximately 6.0 per cent. to the closing mid-market price of an Ordinary Share of 53.0 pence on 21 August 2024 (being the latest practicable business day prior to this Announcement).   ·    General Meeting to approve the Resolutions in connection with the transaction to be held at the Company's offices at Kitsmead Lane, Longcross, Lyne, Chertsey KT16 0EF at 10 a.m. on 9 September 2024.    ·    Following the passing of the Resolutions at the General Meeting, Admission of the New Shares and completion of the Acquisition and the Sale are expected to occur on or around 8.00 a.m. on 10 September 2024.   (1)  adjusted earnings before interest, taxes, depreciation and amortisation ("EBITDA") and adjusted to reflect normalized and underlying FY23 adjusted EBITDA in adjusted for the effects of in period industry strikes.   Cavendish is acting as nominated adviser, broker and sole bookrunner in connection with the Acquisition, the Fundraising and the Sale. The Placing and the Sale will be conducted by way of an accelerated bookbuild (the " Accelerated Bookbuild "), which will be launched immediately following this announcement, in accordance with the terms and conditions set out in the appendix to this Announcement.   The timing for the close of the Accelerated Bookbuild and allocation of the Placing Shares and the Sale Shares shall be at the absolute discretion of Cavendish, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Cavendish and the Company at the close of the Accelerated Bookbuild. The result of the Placing and the Sale will be announced as soon as practicable thereafter. Neither the Placing nor the Sale is being underwritten nor are they conditional on the Retail Offer taking place. The Placing Shares and the Sale Shares are not subject to scaleback and are not part of the Retail Offer.   Marsden Proctor, Chief Executive Officer of Facilities by ADF, commented:   "I am delighted to announce the conditional acquisition of Autotrak, which marks a material step in our stated strategy of being the provider of choice for the HETV & film industry across a diversified product and service offering. The Acquisition will therefore be a further endorsement of ADF's aspirations of generating £100m of revenues in the medium term.   "ADF already has an excellent working relationship with Autotrak which has provided demonstrable evidence of the strong cultural and technological fit which will be of great benefit to the enlarged Group's customers."    Michael Fox, Managing Director of Autotrak, said:   " By joining the ADF family, we at Autotrak believe that ADF's expertise in the film and TV sector will positively influence our day-to-day operations, enhancing the value we deliver to our customers. Aligning with ADF's vision of industry leadership, for everyone at Autotrak, this integration represents an exciting opportunity to expand our reach and influence".   Further information on the Fundraising and the Sale, including the expected timetable of principal events, is set out below. This Announcement should be read in its entirety.   The person responsible for arranging the release of this Announcement on behalf of the Company is Marsden Proctor, a Director of the Company.    For further enquiries:   Facilities by ADF plc Marsden Proctor, Chief Executive Officer Neil Evans, Chief Financial Officer John Richards, Chairman     via Alma   Cavendish Capital Markets Limited Nominated Adviser, Broker and Sole Bookrunner Ben Jeynes / George Lawson / Hamish Waller - Corporate Finance Michael Johnson / George Budd / Sunila de Silva - Sales and ECM     Tel: +44 (0)20 7220 0500   Alma Strategic Communications Josh Royston Hannah Campbell Robyn Fisher  Tel: +44 (0)20 3405 0205 [email protected]       Introduction   The Company announces that it has conditionally agreed to acquire 100 per cent. of the issued share capital of Autotrak and that it is seeking to raise £10.5 million (before expenses and assuming that the Retail Offer is fully subscribed) by way of the Fundraising, comprising the Placing to raise gross proceeds of £10.0 million and the Retail Offer to raise gross proceeds of up to £0.5 million.   The Acquisition is expected to be significantly earnings per share accretive following integration into the Group and the net proceeds of the Placing of approximately £9.1 million will be applied towards the cash component of the Initial Consideration for the Acquisition.   The Board recognises and is grateful for the continued support received from its Shareholders and is pleased to offer Retail Shareholders in the UK the opportunity to participate in the Fundraising through the Retail Offer. The Retail Offer is being conducted via the Bookbuild Platform. The maximum amount that can be raised through the Retail Offer is £0.5 million (before expenses and assuming full take up of the Retail Offer) through the issue of up to 1,000,000 Retail Offer Shares at the Issue Price. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and the Sale are not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer forms no part of the Placing or the Sale. The net proceeds of the Retail Offer will provide ADF with additional capital with which to continue to execute upon the Group's growth strategy.   Under the terms of the Acquisition, the Company has agreed to acquire 100 per cent. of Autotrak's issued share capital and will pay the Initial Consideration of £10.0 million on Completion in cash on a cash-free-debt-free basis together with share based consideration of £3.1 million to be settled through the issue of the Consideration Shares at an effective issue price of 52.54 pence per Consideration Share. The issue price of the Consideration Shares has been calculated as the volume weighted average of the closing mid-market prices of the Company's Ordinary Shares over the five days prior to the signature of the Acquisition Agreement.   The Contingent Consideration of approximately £4.2 million will be payable in cash and deferred over a three year period subject to the maintenance of forecast FY24 levels of adjusted EBITDA from FY25 to FY27 and the Earnout Consideration of up to approximately £4.0 million may be payable in cash in FY28 should growth in adjusted EBITDA performance from FY25 to FY27 meet defined hurdles. Further details regarding the terms of the Acquisition are set out in the section headed 'Terms of the Acquisition' below.   The New Shares represent approximately 33.3 per cent. of the Existing Ordinary Shares, and approximately 25.0 per cent. of the Enlarged Share Capital (assuming, in each case, that all of the Placing Shares are subscribed for and the Retail Offer is fully subscribed). The Issue Price represents approximately a 6.0 per cent. discount to the closing mid-market price of 53.0 pence per Ordinary Share on 21 August 2024, being the latest practicable business day prior to this Announcement.   The Fundraising is conditional upon, inter alia , Shareholders approving the Resolutions at the General Meeting, compliance by the Company in all material respects with its obligations under the Placing Agreement and the occurrence of Admission. In the event that the Resolutions are not passed, the Fundraising will not proceed and the Company will not be able to complete the Acquisition. The Sale is conditional, inter alia , on completion of both the Placing and the Acquisition.   The Company will require additional share authorities to allot the New Shares. Accordingly, the Placing, Retail Offer and the Acquisition are each conditional, inter alia , upon Shareholders approving the Resolutions at the General Meeting, notice of which is set out at the end of the Circular. Subject to the passing of the Resolutions, Admission is expected to occur at 8.00 a.m. on 10 September 2024 (or such later time and/or date as Cavendish and the Company may agree, not being later than the Longstop Date) and Completion will take place on Admission. Assuming the Resolutions are passed by Shareholders at the General Meeting, and Admission occurs, the New Shares will rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on the New Shares after Admission.   The Circular will be posted to Shareholders following the closing of the Placing and will contain further details on the Acquisition and the Fundraising, explaining why the Directors consider the Acquisition and the Fundraising to be in the best interests of the Company and its Shareholders as a whole. A notice of the General Meeting will accompany the Circular, containing further details.   In addition, the Selling Shareholders are also seeking to raise a further £10.0 million through the sale of not less than 20,000,000 Existing Ordinary Shares at the Issue Price pursuant to the Sale.   Background to, reasons for and Benefits of the Acquisition   Facilities by ADF plc is the leading provider of premium serviced production facilities to the UK film and HETV. Its production fleet is made up of 700 premium mobile make-up, costume and artiste trailers, production offices, mobile bathrooms, diners, school rooms and technical vehicles.   The Group remains committed to growth with an ambition to increase its revenue to £100 million in the medium term and the goal of becoming a one stop shop for film and HETV production through both organic growth as well as through appropriate acquisitions.     In FY23, ADF officially opened its flagship central hub at Longcross, Surrey, highlighting the Group's commitment to its growth strategy and added 133 units to its fleet, predominantly in the first half of the year, bringing the total to 703 units by the end of the financial year.   In November 2022, ADF acquired Location One Ltd, the UK's largest integrated TV and film location service and equipment hire company, bringing highly complementary services and providing cross selling opportunities to the enlarged Group, as well as delivering efficiencies through central services.   Since its acquisition, Location One has opened new branches at Longcross, Bridgend, and Glasgow and the enlarged Group is now cross-selling to an increasing number of HETV and film companies in the UK, delivering services in a more efficient way, and moving the Group closer to its goal of becoming a one stop shop for film and HETV production.    The Acquisition represents the next step in the delivery of the Group's stated strategy and is strategically important for the continued development of the Group - bringing both commercial and corporate benefits.   The Acquisition will further diversify ADF's product offering and end customer base, enabling ADF to leverage significant additional cross-selling opportunities across productions and additional events such as festivals and outdoor events not currently serviced by the Group.   The Acquisition is expected to be significantly earnings per share accretive post Autotrak's integration into the Group and would result in an enlarged group with pro-forma FY23 revenue of £43.1 million and FY23 pro-forma adjusted EBITDA of £11.7 million - despite the well documented impact of industry strikes during FY23.   Information on Autotrak   Autotrak, headquartered in the UK, is one of the market-leading suppliers of portable roadway to many of the world's largest production companies and streaming platforms in the TV & Film industry. Autotrak supplies a range of aluminium and plastic panels and flooring to festivals and other events and the construction sector, as well as the TV & Film industry. Autotrak has expanded significantly in recent years through investment in its capacity of panels and installation vehicles, with £6.0 million invested in panel inventory between 2019 and 2023, taking total panel inventory to over 17,600.   Following Completion, Autotrak will become a subsidiary of the Company and Michael Fox (Managing Director of Autotrak), Maria Fox (Founding Partner of Autotrak), Timothy Fox (Operations Director of Autotrak) and Nick Russell (Business Development Manager) will stay within the Group and continue as employees and in leading the Autotrak business.   In its unaudited results for the financial year ended 31 December 2023, Autotrak reported turnover of £8.3 million and adjusted EBITDA of £4.3 million.  In its unaudited results for the financial year ended 31 December 2022, Autotrak reported turnover of £9.5 million and adjusted EBITDA of £4.3 million.   F acilities by ADF Current trading and prospects   As announced on 26 April 2024, the Group reported a robust financial performance for the year ended 31 December 2023, with r evenue of £34.8m and adjusted EBITDA of £7.3m, reflecting a record first half of the year as the Group worked on larger and longer productions. The announcement highlighted the following audited financials.   ·    FY23 Group revenues of £34.8 million (2022: £31.4 million); ·    FY23 Adjusted EBITDA of £7.3 million (2022: £8.0 million); ·    FY23 Adjusted EBITDA margin of 21 per cent. (2022: 25 per cent.); and ·    FY23 Earnings per share of 0.99p (2022: 6.1p).   Note: Adjusted EBITDA is the adjusted profit before tax, prior to the addition of finance income and deduction of depreciation, amortisation, and finance expenses. The adjusted EBITDA measurement removes non-recurring, irregular and one-time items that may distort EBITDA.   Following the end of the strikes in November 2023, and the continued growth in demand for ADF's services as evidenced by the current order book, the Company expects the financial performance in the six months ended 30 June 2024 (" H1-FY24 ") to be significantly ahead of the H2-FY23.   Although the impact of the strikes on the film and HETV industry has carried on into the first few months of 2024, with producers having to reorganise the schedules of all relevant parties, ADF expects the situation will continue to normalise as the first half of the year progresses before returning to a full second half, more in line with pre-strike levels. Underlying market drivers still provide high confidence that the demand for ADF's services will continue to expand over the medium to long term.     At 31 December 2023, the Company had cash balances of approximately £3.5 million and, subject to review, the Company currently expects to report unaudited H1-FY24 revenues of approximately £15.2 million and H1-FY24 adjusted EBITDA of approximately £2.5 million.   The Group remains committed to growth and will continue to review acquisition opportunities in line with its strategy.   Use of proceeds   The net proceeds from the Placing, expected to be approximately £9.1 million, will be applied towards the cash component of the Initial Consideration. Additional proceeds raised pursuant to the Retail Offer will provide additional resources with which the Company can continue to execute upon the Group's growth strategy.   Terms of the Acquisition   The Company has entered into the Acquisition Agreement with the Vendors pursuant to which it has conditionally agreed to acquire 100 per cent. of the entire issued share capital of Autotrak for an Initial Consideration consisting of £10.0 million on a cash-free-debt-free basis (subject to certain post-completion net-cash adjustments) in cash and the issue of 5,915,357 Consideration Shares to the Vendors and future Contingent Consideration and Earnout Consideration as further described below.   The Company and Cavendish have entered into a lock-in agreement with each of the Vendors, pursuant to which it has been agreed that:   ·    Maria Fox and Michael Fox shall not dispose of, in aggregate, 1,774,607 of their Consideration Shares (being 50% of their aggregate Consideration Shares) for a period of 24 months from the date of Admission. It has also been agreed that 1,774,607 of their Consideration Shares (being the remaining 50% of their aggregate Consideration Shares) will only be dealt through the Company's nominated broker for a period of 12 months following Admission with a view to maintaining an orderly market; and   ·    Timothy Fox and Nick Russell shall not dispose of, in aggregate, 2,336,143 of their Consideration Shares (being 100% of their aggregate Consideration Shares) for a period of 24 months from the date of Admission.   The Contingent Consideration of approximately £4.2 million is to be paid to the Vendors in cash in equal annual tranches for three years from Completion and is contingent on Autotrak maintaining adjusted EBITDA of not less than £4.4 million in each of the years ending 31 December 2025 (" FY25 "), 31 December 2026 (" FY26 ") and 31 December 2027 (" FY27 "). There will be a downwards adjustment to the Contingent Consideration if adjusted EBITDA falls below £4.4 million.   The Earnout Consideration, capped at approximately £4.0 million, will be payable in cash in FY28 in an amount determined by reference to Autotrak's adjusted EBITDA performance and capital expenditure during FY25 to FY27. The Earnout Consideration will be paid based on a 3x multiple on the incremental increases in adjusted EBITDA less up to an aggregate of £5 million of capital expenditure in the period FY25 to FY27.   The Contingent Consideration and Earnout Consideration will be satisfied in cash from the ADF's existing cash resources, as supplemented by Autotrak, at the time of any payment. The maximum overall consideration payable by ADF in respect of the Acquisition to the Vendors, including the Earnout Consideration, is capped at £21.3 million.   The Acquisition Agreement contains customary warranties and indemnities from the Vendors for a transaction such as the Acquisition, including a tax covenant against unpaid and underpaid tax.   Prior to the entering into of the Acquisition Agreement, certain undeveloped land at Heathfield in Kidlington (the " Heathfield Site ") was transferred from Autotrak to the Vendors. Autotrak will enter into an option agreement (the " Option Agreement ") with the Vendors in respect of the Heathfield Site as part of Completion.  It is intended that the Vendors will seek planning permission to redevelop the Heathfield Site and so Autotrak is entering into the Option Agreement to allow it to call for the grant of a lease to use the Heathfield Site as its headquarters should it be suitably redeveloped in due course (the " Lease "). The option period will commence on the date of the Option Agreement until the earlier of (i) the fifth anniversary of the Option Agreement; and (ii) the date that is 6 months from the practical completion date of the redevelopment of the Heathfield Site. The terms of the Lease, if entered into, will be a new 10-year lease term with a tenant only break option on the fifth anniversary of the term. The annual rent will be determined based on an open market valuation following exercise of the option by Autotrak.   Completion of the Acquisition is conditional inter alia upon sufficient funds being received by the Company pursuant to the Placing, on the passing of the Resolutions at the General Meeting and Admission . Completion shall take place on Admission and, following Completion, the Vendors will hold approximately 5.49 per cent. of the Enlarged Share Capital.   Group Acquisition Pipeline   The Acquisition is the next step in the delivery of the Group's vision for Facilities by ADF as a one-stop-shop for film & HETV production, operating across multiple businesses run by talented local management.   The Group continues to have a strong pipeline of further potential bolt-on acquisition opportunities and is in active discussions in relation to other opportunities with parallel and diversified business activities - but still all broadly in film, TV and outdoor broadcast. Whilst there can be no certainty that the Group will be able to conclude any of these opportunities nor the terms on which any future acquisition may be concluded, the Group's current bolt-on acquisition pipeline includes:   ·    Site equipment hire company supplying film, TV & other events across the UK with unaudited revenues in the year to 31 December 2023 of c.£3.0 million and EBITDA of c.£1.0 million. This opportunity is the most advanced in the Company's pipeline.   ·    Asset storage business for film & TV with wide geographic coverage.   ·    Specialist transport and haulage company for film & TV equipment, props etc.   ·    Other regional and national facilities companies similar to ADF's core business.   Since its listing on the AIM Market, the Group has demonstrated its disciplined approach to the execution of acquisition opportunities. In progressing any future acquisition opportunity, the Company would expect to follow its historical acquisition model of seeking to pay initial consideration in a mix of cash and shares in an amount of 4x-6x maintainable EBITDA, with additional contingent consideration tied to the maintenance of profitability for a multi-year period and earn outs payable for growth in target profitability.   The terms of the Fundraising   The Placing   The Company is seeking to raise £10.0 million (before expenses) by way of the Placing of 20,000,000 new Ordinary Shares at a price of 50 pence per Ordinary Share pursuant to the Placing Agreement. The Placing is not being underwritten nor is it conditional on the Retail Offer taking place. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM.   The Issue Price was determined having regard to market conditions at the time the Placing Agreement was entered into. The closing mid-market price on AIM on the trading day prior to this Announcement of the Placing was 53.0 pence and the Issue Price represents approximately a 6.0 per cent. discount. The Directors believe that the Issue Price is fair and reasonable insofar as Shareholders are concerned.   The Company will require additional share authorities to allot the Placing Shares. Accordingly, the Placing is conditional, inter alia , upon the passing of the Resolutions by Shareholders at the General Meeting. The Resolutions are contained in the Notice of General Meeting at the end of the Circular. The Placing is conditional, inter alia , on the following:   ·    the Resolutions being passed at the General Meeting; ·    the Placing Agreement not having been terminated prior to Admission and becoming unconditional in all respects; ·    the Acquisition Agreement not having been terminated prior to Admission and becoming unconditional in all respects (save for Admission); and ·    Admission having become effective.   The Placing Agreement contains customary indemnities and warranties from the Company in favour of Cavendish together with provisions which enable Cavendish to terminate the Placing Agreement in certain circumstances, including circumstances where any of the warranties are found to be untrue or inaccurate in any material respect.   Admission is expected to occur at 8.00 a.m. on 10 September 2024 (or such later time and/or date as Cavendish and the Company may agree, not being later than the Longstop Date).   The Placing Shares will be allotted and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or after the date on which they are issued.   Retail Offer   The Company values its Retail Shareholder base and believes that it is appropriate to provide eligible Retail Investors in the United Kingdom with the opportunity to participate in the Retail Offer.   The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/WQL651/authorised-intermediaries   Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the " Retail Offer Coordinator ").   Existing Retail Shareholders can contact their broker or wealth manager (" intermediary ") to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the Bookbuild Platform, be approved by the Retail Offer Coordinator as an intermediary in respect of the Retail Offer, and agree to the final terms and terms and conditions of the Retail Offer, which regulate the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).   Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.   The Retail Offer will be open to eligible investors in the United Kingdom at 4.35 p.m. on 22 August 2024. The Retail Offer is expected to close at 4:30 p.m. on 29 August 2024. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.   The Retail Offer will, at all times, only be made to, directed at and may only be acted upon by those persons who are Shareholders. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a Shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their Ordinary Shares directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to Ordinary Shares are not eligible to participate in the Retail Offer.   It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.   The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time). The aggregate total consideration for the Retail Offer does not exceed £0.5 million (or the equivalent in Euros) and therefore the exemption from the requirement to publish a prospectus, as set out in section 86(1) FSMA, will apply.   As set out above, a separate announcement has been made by the Company regarding the Retail Offer and its terms.   The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.   Conditional on completion of the Placing and Admission, up to 1,000,000 Retail Offer Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £0.5 million (before expenses). The Retail Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.   Details of the Sale   The Selling Shareholders are seeking, pursuant to the Selling Shareholder Agreement, to sell not less than 20,000,000 Existing Ordinary Shares at the Issue Price, as detailed below.   Selling Shareholder Existing Ordinary Shares Percentage of Existing Ordinary Shares Minimum number of Sale Shares to be sold Maximum number of Ordinary Shares held on Admission Max. percentage of Ordinary Shares on Admission 1 Andrew Dixon 9,543,600 11.80% 6,134,996 3,408,604 3.16% Sian Dixon 6,012,400 7.43% 3,865,004 2,147,396 1.99% Stephen Haines 9,333,600 11.54% 6,000,000 3,333,600 3.09% Julie Fletcher 6,222,400 7.69% 4,000,000 2,222,400 2.06% Total 31,112,000 38.45% 20,000,000 11,112,000 10.31% 1.     Based on the Retail Offer and Placing being fully subscribed Pursuant to the terms of the Selling Shareholders Agreement, Cavendish has conditionally agreed to use its reasonable endeavours to procure purchasers for the Sale Shares at the Issue Price. The Sale is not being underwritten.   The Sale is conditional,  inter alia , on:   ·    the Selling Shareholders Agreement not having been terminated in accordance with its terms prior to Admission; ·    the Placing Agreement having become unconditional in all respects; and ·    Admission becoming effective by no later than 8.00 a.m. on 10 September 2024 or such later time and/or date as the Company and Cavendish may agree (being no later than 8.00 a.m. on 30 September 2024).   Pursuant the Selling Shareholders Agreement, the Selling Shareholders have agreed, subject to certain customary exceptions, not to dispose of any other Existing Ordinary Shares for a period of 12 months from the date of Admission. Following this period, the Selling Shareholders have agreed to customary orderly marketing arrangements for a further 12 months.   Irrevocable undertakings   The Company has received irrevocable undertakings to vote in favour of the Resolutions from the Selling Shareholders and Directors John Richards and Marsden Proctor in respect of an aggregate of 34,912,000 Ordinary Shares, representing in aggregate 43.15 per cent. of the Company's Existing Ordinary Shares.   Circular and General Meeting   A Circular to Shareholders in respect of the Acquisition, the Sale and the Fundraising is expected to be posted to Shareholders on or around 23 August 2024 giving notice of a General Meeting of the Company. The General Meeting will be held on 9 September 2024 at 10 a.m. at the Company's offices at Kitsmead Lane, Longcross, Lyne, Chertsey KT16 0EF . Following posting, a copy of the Circular will be available on the Company's website: www.facilitiesbyadf.com .   Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Fundraising will not occur, the net proceeds required to finance and complete the Acquisition will not be received by the Company and, consequently the Acquisition and the Sale will not complete.   The Directors believe that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions. The Directors intend to vote in favour of all the Resolutions in respect of, in aggregate, 3,800,000 Ordinary Shares, representing approximately 4.70 per cent. of the Company's Existing Ordinary Shares.       EXPECTED TIMETABLE OF PRINCIPAL EVENTS       2024 Announcement of the Fundraising, the Sale and the Acquisition 22 August Announcement of the Retail Offer   22 August Announcement of the results of the Placing and the Sale 23 August Posting and publication of the Circular and Form of Proxy 23 August Expected close of the Retail Offer 29 August Announcement of the result of the Retail Offer 29 August Latest time and date for receipt of Forms of Proxy and CREST proxy instructions 10 a.m. on 5 September General Meeting 10 a.m. on 9 September Announcement of the result of General Meeting 9 September Admission of the New Shares to trading on AIM, commencement of dealings and completion of the Sale and the Acquisition 8.00 a.m. on 10 September CREST accounts to be credited for New Shares and Sale Shares to be held in uncertificated form 10 September Dispatch of definitive share certificates for New Shares and Sale Shares to be held in certificated form within 10 working days of Admission   The Company and Cavendish reserve the right to alter the dates and times referred to above. If any of the dates and times referred to above are altered by the Company, the revised dates and times will be announced through a Regulatory Information Service without delay.    All references to time in this Announcement are to London time, unless otherwise stated.   All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.   TRANSACTION  STATISTICS   Issue Price 50 pence Number of Ordinary Shares in issue at the date of this Announcement 80,907,419 Number of Placing Shares  20,000,000 Number of Retail Offer Shares Up to 1,000,000 Number of Consideration Shares Number of New Shares (i)(ii) 5,915,357 26,915,357 Number of Sale Shares 20,000,000 Number of Ordinary Shares in issue immediately following Admission (i)(ii) 107,822,776 Percentage of the Enlarged Share Capital represented by the New Shares (i)(ii) 25.0 per cent. Gross proceeds of the Placing £10.0 million Gross proceeds of the Retail Offer (ii) Up to £0.5 million Estimated cash proceeds of the Fundraising receivable by the Company (net of expenses) (ii) £9.6 million   (i)       Assumes that the Placing is fully subscribed and that (save for the New Shares) no other Ordinary Shares are issued following the date of this Announcement prior to Admission. (ii)      Assuming full take up of the Retail Offer   DEFINITIONS The following definitions apply throughout this Announcement, unless the context otherwise requires: " Acquisition " the proposed acquisition of 100 per cent. of Autotrak's issued and to be issued share capital " Acquisition Agreement " the conditional agreement dated 22 August 2024 between the Company and the Vendors relating to the Acquisition " Admission " admission of the New Shares to AIM becoming effective in accordance with Rule 6 of the AIM Rules " AIM" the market of that name operated by London Stock Exchange " AIM Rules " the AIM Rules for Companies published by London Stock Exchange from time to time " Announcement " this announcement " Autotrak " Autotrak Portable Roadways Limited, a company incorporated and registered in England and Wales under number 02999669 " Board " the board of directors of the Company "Bookbuild" or "Bookbuild Platform" the online capital markets platform developed by BB Technologies Limited, a company registered in England and Wales with company number 10153507 and whose registered office is at Gable House, 239 Regents Park Road, London N3 3LF " Cavendish " Cavendish Capital Markets Limited, corporate broker to the Company " certificated " or " in certificated form " refers to an Ordinary Share which is not in uncertificated form (that is, not in CREST) " Circular " the explanatory circular, in the agreed form, to be issued by the Company to Shareholders explaining, inter alia, the Acquisition, the Fundraising and the Sale and incorporating the notice of General Meeting " Companies Act " the Companies Act 2006, as amended " Company ", " Facilities by ADF " or " ADF " Facilities by ADF plc, a company incorporated in England and Wales under the Companies Act 1985 with registered number 13761460 " Completion " completion of the Acquisition pursuant to the terms of the Acquisition Agreement " Consideration Shares " the 5,915,357 Ordinary Shares to be allotted and issued to the Vendors in accordance with the Acquisition Agreement " CREST " the computerised settlement system operated by Euroclear which facilitates the transferring of title to shares in uncertificated form "Contingent Consideration" the contingent consideration deferred over three years from Completion of an aggregate of up to circa £4.2 million payable in cash in equal annual tranches contingent on maintenance of forecast FY24 levels of adjusted EBITDA performance from FY25 to FY27 pursuant to the Acquisition Agreement " Directors" the directors of the Company or any duly authorised committee thereof "Earnout Consideration" the earnout consideration of up to circa £4.0 million in aggregate payable in cash in FY28 based on FY25 to FY27 adjusted EBITDA performance pursuant to the Acquisition Agreement " Enlarged Share Capital" the 107,822,776 Ordinary Shares in issue immediately following Admission (assuming all of the Placing Shares are issued and full take up of the Retail Offer) " Euroclear" Euroclear UK & International Limited " Existing Ordinary Shares" the 80,907,419 issued Ordinary Shares of the Company as at the date of this Announcement " FCA" Financial Conduct Authority " Form of Proxy" the form of proxy for use at the General Meeting to be enclosed with the Circular " FSMA" the Financial Services and Markets Act 2000, as amended " Fundraising" together, the Placing and the Retail Offer " Fundraising Shares" together, the Placing Shares and the Retail Offer Shares "FY23 Results" the announcement of the Company's final results for the financial year ended 31 December 2023 " General Meeting" the general meeting of the Company to be held at 10 a.m. on 9 September 2024 at the offices of the Company at Kitsmead Lane, Longcross, Lyne, Chertsey KT16 0EF , notice of which is set out in the Circular " Group" the Company and its subsidiary undertakings (as defined in the Companies Act) as at the date of this Announcement "Initial Consideration" the initial consideration of £13.1 million payable on or shortly after Completion pursuant to the Acquisition Agreement, of which £10.0 million is to be settled in cash and the balance via the issuance of the Consideration Shares " Issue Price" 50 pence per New Share " London Stock Exchange" London Stock Exchange plc " Longstop Date" 8.00 a.m. on 30 September 2024 " MAR " the Market Abuse Regulation (EU/596/2014) as it forms part of the domestic law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time) " New Shares " together, the Fundraising Shares and the Consideration Shares  " Notice of General Meeting " the notice convening the General Meeting to be set out at the end of the Circular " Ordinary Shares " the ordinary shares of £0.01 each in the capital of the Company " Placing " the placing by Cavendish on behalf of the Company at the Issue Price pursuant to the Placing Agreement subject to, inter alia, the passing of the Resolutions and Admission " Placing Agreement " the conditional agreement dated 22 August 2024 between the Company and Cavendish relating to the Placing and the Retail Offer " Placing Shares " 20,000,000 new Ordinary Shares to be issued pursuant to the Placing " Registrars" Neville Registrars Limited, a limited company registered in England and Wales (No. 04770411) with its registered office at Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD " Regulatory Information Service " has the meaning given to it in the AIM Rules " Results Agreement " the agreed form results agreement to be entered into between the Company and Cavendish pursuant to the Placing Agreement " Resolutions " the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting " Retail Investors " or " Retail Shareholders " existing Shareholders, who are resident in the United Kingdom and are a customer of an intermediary who agrees conditionally to subscribe for Retail Offer Shares in the Retail Offer " Retail Offer " the proposed conditional offer of Retail Offer Shares to Retail Investors through intermediaries on the Bookbuild Platform pursuant to the Retail Offer Intermediaries Agreements and the Retail Offer documents " Retail Offer Intermediaries Agreements " the Retail Offer terms and conditions and the final terms which together set out the terms and conditions upon which each intermediary agrees to make the UK Retail Offer available to UK Retail Investors " Retail Offer Shares " up to 1,000,000 new Ordinary Shares being made available pursuant to the Retail Offer "Sale" the conditional sale of the Sale Shares at the Issue Price pursuant to the Selling Shareholders Agreement "Sale Shares" not less than 20,000,000 Existing Ordinary Shares being conditionally sold by Cavendish on behalf of the Selling Shareholders pursuant to the Selling Shareholders Agreement; "Selling Shareholders" those persons selling Sale Shares pursuant to the Sale, namely Andrew Dixon, Sian Dixon, Stephen Haines and Julie Fletcher who are the founders of the Company "Selling Shareholders Agreement" the conditional agreement between the Selling Shareholders, the Company and Cavendish relating to the sale of the Sales Shares, further details of which are set out in this Announcement " uncertificated " or " in uncertificated form " recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST " United Kingdom " or " UK " the United Kingdom of Great Britain and Northern Ireland " United States " or " US " the United States of America, its territories, or possessions, and any state of the United States of America, the District of Columbia and all areas subject to its jurisdiction, or any political subdivision thereof "Vendors" Michael Fox, Maria Fox, Timothy Fox and Nick Russell         IMPORTANT NOTICES   MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING OR THE SALE.  THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT" ) ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ( "EEA" ), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION" ); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION" ) WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER" ) (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS" ).   THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN FACILITIES BY ADF PLC.   NEITHER THE NEW  SHARES NOR THE SALE SHARES HAVE BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT" ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US" ) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES.  THE NEW SHARES AND SALE SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE NEW  SHARES OR THE SALE SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.   THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.   THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES.  THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.   The distribution of this Announcement and/or the Placing and/or issue of the New Shares and/or the Sale and/or the sale of the Sale Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, Cavendish or any of their respective affiliates, agents, directors, officers, consultants, partners or employees ( "Representatives" ) that would permit an offer of the New Shares and/or the Sale Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Shares and/or Sale Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and Cavendish to inform themselves about and to observe any such restrictions.   This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the New Shares or the Sale Shares is being made in any such jurisdiction.   All offers of the New Shares and/or the Sale Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person.   Neither the New Shares nor the Sale Shares have  been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing, the Sale or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Shares or the Sale Sales; and the New Shares and the Sale Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the New Shares and the Sale Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom or the EEA.   Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.   By participating in the Bookbuilding Process,  the Placing and/or the Sale, each person who is invited to and who chooses to participate in the Placing and/or the Sale (a "Placee" ) by making an oral, electronic or written and legally binding offer to acquire Placing Shares and/or Sale Shares (as applicable) will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares and/or Sale Shares (as applicable) on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix.  Members of the public are not eligible to take part in the Placing or the Sale and no public offering of Placing Shares or Sale Shares is being or will be made.   This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements.  Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.  Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.   Cavendish Capital Markets Limited is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Accelerated Bookbuild, the Fundraising and the Sale, and Cavendish will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Accelerated Bookbuild, the Fundraising or the Sale or any other matters referred to in this Announcement.   Cavendish's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the Exchange and are not owed to the Company or to any director of the Company or to any other person.   No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cavendish or by any of its Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.   No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.   The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.   The New Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.   Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.   Information to Distributors   UK product governance   Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Shares and the Sale Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment").  Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the New Shares and the Sale Shares may decline and investors could lose all or part of their investment; (b) the New Shares and the Sale Shares offer no guaranteed income and no capital protection; and (c) an investment in the New Shares and/or the Sale Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing and/or the Sale.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.   For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares and/or the Sale Shares.   Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and the Sale Shares and determining appropriate distribution channels.   EEA product governance   Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares and the Sale Shares have been subject to a product approval process, which has determined that the New Shares and the Sale Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").  Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the New Shares and the Sale Shares may decline and investors could lose all or part of their investment; the New Shares and the Sale Shares offer no guaranteed income and no capital protection; and an investment in the New Shares and/or the Sale Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing and the Sale.  Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.   For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares and/or the Sale Shares.   Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and the Sale Shares and determining appropriate distribution channels.   APPENDIX - TERMS AND CONDITIONS OF THE PLACING AND THE SALE   IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING AND THE SALE.   MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING OR THE SALE.  THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT" ) ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ( "EEA" ), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION" ); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION" ) WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER" ) (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS" ).   THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN FACILITIES BY ADF PLC.   NEITHER THE PLACING SHARES NOR THE SALE SHARES HAVE  BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT" ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US" )  EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES AND THE SALE SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES OR THE SALE SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.   THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.   THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.  THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.   The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares and/or the Sale and/or the sale of the Sale Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, Cavendish or any of its Representatives that would permit an offer of the Placing Shares and/or the Sale Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares and/or the Sale Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and Cavendish to inform themselves about and to observe any such restrictions.   This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares and/or the Sale Shares is being made in any such jurisdiction.   All offers of the Placing Shares and/or the Sale Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA" ) does not require the approval of the relevant communication by an authorised person.   Neither the Placing Shares nor the Sale Shares have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing, the Sale or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares or the Sale Shares and the Placing Shares and the Sale Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the Placing Shares and the Sale Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom or the EEA.   Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.   This Announcement should be read in its entirety.  In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.   By participating in the Accelerated Bookbuild, the Placing and/or the Sale, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares and/or Sale Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.   EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF THE PLACING SHARES AND/OR THE SALE SHARES.   In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) to Cavendish and the Company that:   1.    it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares and/or Sale Shares that are allocated to it for the purposes of its business;                                   2.    in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares and/or Sale Shares pursuant to the Placing and/or the Sale:   (a)  it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and   (b)  in the case of any Placing Shares and/or Sale Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:   i.      the Placing Shares and/or Sale Shares acquired by it in the Placing and/or the Sale have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or   ii.     where Placing Shares and/or Sale Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares and/or Sale Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; and   3.    in the case of a Relevant Person in a member state of the EEA (each a "Relevant State" ) who acquires any Placing Shares and/or Sale Shares pursuant to the Placing and/or the Sale:   (a)  it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and   (b)  in the case of any Placing Shares and/or Sale Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:   i.      the Placing Shares and/or Sale Shares acquired by it in the Placing and/or the Sale have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or   ii.     where Placing Shares and/or Sale Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares and/or Sale Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons; and   4.    it is acquiring the Placing Shares and/or Sale Shares for its own account or is acquiring the Placing Shares and/or Sale Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement; and   5.    it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and   6.    except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 5 above) is outside of the United States acquiring the Placing Shares and/or Sale Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act; and   7.    the Company and Cavendish will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.   No prospectus   The Placing Shares and/or Sale Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published.  No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing, the Sale, the Placing Shares or the Sale Shares and Placees' commitments will be made solely on the basis of (i)  the information contained in this Announcement, (ii) any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules" )) by or on behalf of the Company on or prior to the date of this Announcement and (iii) the business and financial information that the Company is required to publish in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as  it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "MAR" ) (together, the "Publicly Available Information" ) and subject to any further terms set out in the contract note, electronic trade confirmation or other (oral or written) confirmation to be sent to individual Placees.   Each Placee, by participating in the Placing and/or the Sale, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Cavendish or the Company or any other person and none of Cavendish, the Company nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing and/or the Sale based on any other information, representation, warranty or statement.  Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and/or the Sale.  No Placee should consider any information in this Announcement to be legal, tax or business advice.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.   Details of the Placing Agreement and the Selling Shareholders Agreement   Cavendish has today entered into a placing agreement (the "Placing Agreement" ) with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Cavendish, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares.  The Placing is not being underwritten.   The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Existing Ordinary Shares after the date of issue of the Placing Shares.   Cavendish has also today entered into a selling shareholders agreement (the "Selling Shareholders Agreement" ) with the Selling Shareholders and the Company under which, on the terms and subject to the conditions set out in the Selling Shareholders Agreement, Cavendish, as agent for and on behalf of the Selling Shareholders, has agreed to use its reasonable endeavours to procure Placees for the Sale Shares.  The Sale is not being underwritten.   In connection with the Sale, the Selling Shareholders have agreed with Cavendish that they will not, for a period of 12 months after Admission, directly or indirectly, offer, sell, contract to sell, pledge, grant any option over or otherwise dispose any Ordinary Shares or other equity securities of the Company or any securities convertible into, or exercisable, or exchangeable for, such securities. This agreement is subject to certain customary exceptions.   The Placing Agreement and the Selling Shareholders Agreement              each contain certain customary warranties given by the Company and the Selling Shareholders, respectively, in favour of Cavendish.  Save for any condition relating to the other agreement, the Placing Agreement will not become unconditional unless the Selling Shareholders Agreement becomes unconditional, and vice-versa.   Lock-up   As part of the Placing, the Company has agreed that it will not for a period of 90 days after (but including) Admission, directly or indirectly, issue, offer, sell, lend, pledge, contract to sell or issue, grant any option, right or warrant to purchase or otherwise dispose of any Ordinary Shares (or any interest therein or in respect thereof) or other securities of the Company exchangeable for, convertible into or representing the right to receive Ordinary Shares or any substantially similar securities or otherwise enter into any transaction (including derivative transaction) directly or indirectly, permanently or temporarily, to dispose of any Ordinary Shares or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein or to announce publicly any intention to enter into any transaction described above.  This agreement is subject to certain customary exceptions and does not prevent the grant or exercise of options under any of the Company's existing share incentives and share option schemes, or following Admission the issue by the Company of any Ordinary Shares upon the exercise of any right or option or the conversion of a security already in existence or in connection with a transaction or proposal that is referred to in the Circular and this Announcement.   Application for admission to trading   Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.   It is expected that Admission will take place on or before 8.00 a.m. on 10 September 2024 and that dealings in the Placing Shares on AIM will commence at the same time.    The Accelerated Bookbuild   Cavendish will commence the Accelerated Bookbuild to determine demand for participation in the Placing and the Sale by Placees immediately following the publication of this Announcement.  This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing and/or the Sale.  No commissions will be paid to Placees or by Placees in respect of any Placing Shares and/or Sale Shares.   Cavendish and the Company shall be entitled to effect the Placing and the Sale by such alternative method to the Accelerated Bookbuild as they may, in their sole discretion, determine.   Principal terms of the Accelerated Bookbuild, the Placing and the Sale   1.    Cavendish is acting as bookrunner to:   a.    the Placing, as agent for and on behalf of the Company; and b.    the Sale, as agent for and on behalf of the Selling Shareholders.   2.    Participation in the Placing and/or the Sale will only be available to persons who may lawfully be, and are, invited by Cavendish to participate.  Cavendish and any of its affiliates are entitled to enter bids in the Accelerated Bookbuild.   3.    The price per Placing Share and Sale Share ( the "Issue Price" ) is fixed at 50 pence and is payable to Cavendish (as agent for the Company and/or the Selling Shareholders, as applicable) by all Placees whose bids are successful.  The number of Placing Shares and Sale Shares will be agreed between Cavendish and the Company following completion of the Accelerated Bookbuild.  The number of New Shares will be announced by the Company (such announcement being the "Placing Results Announcement" ) following the completion of the Accelerated Bookbuild and the entry into:   a.    the Placing Agreement by the Company and Cavendish; and b.    the Selling Shareholder Agreement by the Company, the Selling Shareholders and Cavendish.   4.    To bid in the Accelerated Bookbuild, Placees should communicate their bid by telephone or email to their usual sales contact at Cavendish.  Each bid should state the number of Ordinary Shares which a Placee wishes to acquire at the Issue Price.  Bids may be scaled down by Cavendish on the basis referred to in paragraph 9 below.  Cavendish is arranging the Placing as agent of the Company and the Sale as agent of the Selling Shareholders.   5.    The Accelerated Bookbuild is expected to close no later than 5.00 p.m. on 23 August 2024 but may be closed earlier or later subject to the agreement of Cavendish and the Company.  Cavendish may, in agreement with the Company, accept bids that are received after the Accelerated Bookbuild has closed.  The Company reserves the right (upon agreement of Cavendish) to reduce or seek to increase the amount to be raised pursuant to the Placing and/or the Sale, in its discretion.   6.    Each Placee's allocation will be determined by Cavendish in its discretion following consultation with the Company and will be confirmed to Placees either orally or by email by Cavendish.  Cavendish may choose to accept bids, either in whole or in part, on the basis of allocations determined at its absolute discretion, in consultation with the Company, and may scale down any bids for this purpose on the basis referred to in paragraph 9 below.   7.    The Company will release the Placing Results Announcement following the close of the Accelerated Bookbuild detailing the aggregate number of the Placing Shares and Sale Shares to be issued.   8.    Each Placee's allocation and commitment will be evidenced by a contract note, electronic trade confirmation or other (oral or written) confirmation issued to such Placee by Cavendish.  The terms of this Appendix will be deemed incorporated in that contract note, electronic trade confirmation or other (oral or written) confirmation.   9.    Subject to paragraphs 4, 5 and 6 above, Cavendish may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as it may determine or be directed.  Cavendish may also, notwithstanding paragraphs 4, 5 and 6 above, subject to the prior consent of the Company:   (a)  allocate Placing Shares and/or the Sale Shares after the time of any initial allocation to any person submitting a bid after that time; and   (b)  allocate Placing Shares and/or the Sale Shares after the Accelerated Bookbuild has closed to any person submitting a bid after that time.   10.  A bid in the Accelerated Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with Cavendish's consent will not be capable of variation or revocation after the time at which it is submitted .  Following Cavendish's oral or written confirmation of each Placee's allocation and commitment to acquire Placing Shares and/or the Sale Shares, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cavendish (as agent for the Company and/or the Selling Shareholders, as applicable), to pay to it (or as it may direct) in cleared funds an amount equal to the product of Issue Price and the number of Placing Shares and/or the Sale Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.   11.  Except as required by law or regulation, no press release or other announcement will be made by Cavendish or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent ), other than with such Placee's prior written consent.   12.  Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing and/or the Sale is/are confirmed, settlement for all Placing Shares and Sale Shares to be acquired pursuant to the Placing and/or the Sale will be required to be made at the same time, on the basis explained below under " Registration and Settlement ".   13.  All obligations under the Accelerated Bookbuild, the Placing and/or the Sale will be subject to fulfilment of the conditions referred to below under " Conditions of the Placing " and to the Placing and/or the Sale not being terminated on the basis referred to below under " Termination of the Placing ".   14.  By participating in the Accelerated Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing and/or the Sale will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.   15.  To the fullest extent permissible by law and applicable FCA rules and regulations, neither:   (a)  Cavendish ;   (b)  any of its Representatives; nor   (c)   to the extent not contained within (a) or (b), any person connected with Cavendish as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Cavendish);   shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise.  In particular, neither Cavendish nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Cavendish's conduct of the Accelerated Bookbuild or of such alternative method of effecting the Placing as Cavendish and the Company may agree. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Cavendish shall have no liability to the Placees for any failure by the Company to fulfil those obligations.   Registration and Settlement   If Placees are allocated any Placing Shares and/or the Sale Shares in the Placing and/or the Sale they will be sent a contract note, electronic trade confirmation or other (oral or written) confirmation which will confirm the number of Placing Shares and/or the Sale Shares allocated to them, the Issue Price and the aggregate amount owed by them to Cavendish.   Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Cavendish in accordance with either the standing CREST or certificated settlement instructions which they have in place with Cavendish.   Settlement of transactions in the Placing Shares and/or the Sale Shares (ISIN: GB00BNZGNM64) following Admission will take place within the CREST system, subject to certain exceptions.  Settlement through CREST is expected to occur on 10 September 2024 (the "Settlement Date" ) in accordance with the contract note, electronic trade confirmation or other (oral or written) confirmation.  Settlement will be on a delivery versus payment basis.  However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing and/or the Sale, the Company and Cavendish may agree that the Placing Shares and/or the Sale Shares should be issued in certificated form.  Cavendish reserves the right to require settlement for the Placing Shares and/or the Sale Shares, and to deliver the Placing Shares and/or the Sale Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.   Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above the prevailing base rate of Barclays Bank plc as determined by Cavendish. Subject to the conditions set out above, payment in respect of the Placees' allocations is due as set out below.  Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST.   The relevant settlement details for the Placing Shares and/or the Sale Shares are as follows:   CREST Participant ID of Cavendish: 601 (Pershing) Expected trade time & date: 08.00 a.m. on 6 September 2024 Settlement date: 10 September 2024 ISIN code for the Placing Shares and Sale Shares: GB00BNZGNM64 Deadline for Placee to input instructions into CREST: 12.00 p.m. on 9 September 2024   Each Placee is deemed to agree that, if it does not comply with these obligations, Cavendish may sell any or all of the Placing Shares and/or the Sale Shares allocated to that Placee on their behalf and retain from the proceeds, for Cavendish's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due.  The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares and/or Sale Shares on its behalf.  By communicating a bid for Placing Shares and/or the Sale Shares, such Placee confers on Cavendish all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which Cavendish lawfully takes in pursuance of such sale.   If Placing Shares and/or the Sale Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note, electronic trade confirmation or other (oral or written) confirmation is copied and delivered immediately to the relevant person within that organisation.  Insofar as Placing Shares and/or the Sale Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares and/or the Sale Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.  If there are any circumstances in which any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer or agreement to transfer Placing Shares and/or the Sale Shares), the Company shall not be responsible for payment thereof.  Placees will not be entitled to receive any fee or commission in connection with the Placing and/or the Sale.   Conditions of the Placing   The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.   The obligations of Cavendish under the Placing Agreement are, and the Placing is, conditional upon, inter alia : (a)  the Acquisition Agreement having become unconditional in all respects (save in respect of Admission) and, prior to Admission:   i.      no breach of any of the warranties, agreements or undertakings or other obligations on the part of any Seller under the Acquisition Agreement having occurred; or ii.     the Acquisition Agreement not being terminated in accordance with its terms;   (b)  Escrow Completion having occurred;   (c)   the Resolutions having been duly passed (without amendment) at the General Meeting (or at any adjournment thereof);   (d)  none of the representations, warranties and undertakings on the part of the Company contained in the Placing Agreement being untrue, inaccurate or misleading at the applicable time (being 4.30 p.m. on the date on which the Results Agreement is signed or such other time as is notified to the Company by Cavendish or Admission), by reference to the facts and circumstances then subsisting;   (e)  the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;   (f)   the Company and Cavendish agreeing the final number of Placing Shares and executin...

View stock analysis, news, and events for Facilities By Adf Plc